Clause 1 — Definitions

For the purposes of this SLA, the following terms shall have the meanings ascribed below:

Clause 2 — Scope and Coverage

2.1 This SLA applies to the following Covered Services, provided that the Client's Account is current (i.e., no invoice is past due) at the time of an SLA claim:

• Managed Colocation Services
• Dedicated Web Servers
• Managed Data Centre Hosting Solutions
• Off-Site Backup Solutions
• Other Data Centre-related services as specified in the applicable Purchase Order

2.2 This SLA does not apply to: (a) shared hosting services; (b) domain registration or SSL certificate services; (c) any service for which a separate written SLA has been agreed; or (d) any Account with outstanding unpaid invoices.

2.3 The service-specific commitments, goals, and credit schedules applicable to each Covered Service are set out in Part 2 of this Agreement (Service Schedules).

Clause 3 — Managed Support Scope

3.1 Covered Issues

ESDS's managed support team shall provide technical support for the following:

3.2 Non-Covered Issues

ESDS shall not provide technical support for the following:

• Custom or proprietary software applications developed by or for the Client, unless a separate custom service contract has been executed with ESDS.
• Software applications not listed in Clause 3.1, although ESDS shall use reasonable endeavours to assist where capacity permits.
• Basic client-side tasks including adding websites, configuring email accounts, server reboots initiated by the Client, DNS pointer changes, FTP account setup, and database imports — these are the Client's responsibility unless included in a managed service package.

3.3 Support Hour Allocation

3.3.1 The standard managed support allocation under this SLA is up to 2 (two) engineer-hours per server per calendar month, tracked via the ESDS support ticket system.

3.3.2 Additional support hours beyond this allocation may be requested by the Client. ESDS shall communicate the applicable professional services rate in writing before commencing such additional work. No additional charges shall be raised without the Client's prior written approval.

3.3.3 If a client’s support requests, by reason of their frequency or nature, cause material degradation in service quality for other clients, ESDS may, after prior written notice to the Client, deprioritise the Client's tickets or require pre-payment for specific troubleshooting tasks.

Clause 4 — Software Licensing

4.1 The procurement of all third-party licensed software to be used on the Client's colocated server(s) is the sole responsibility of the Client. ESDS does not include software licensing as part of any colocation or hosting service unless expressly agreed in writing in the Purchase Order.

4.2 The Client warrants that all software installed on servers hosted by ESDS is properly and validly licensed. ESDS shall not be liable for any legal or regulatory consequences arising from the Client's use of unlicensed, pirated, or improperly licensed software.

Clause 5 — Sanctions and Export Compliance

5.1 ESDS is committed to conducting its business in full compliance with applicable Indian laws and regulations, including export control and trade sanctions requirements notified by the Ministry of External Affairs, the Directorate General of Foreign Trade (DGFT), and other competent Indian regulatory authorities.

5.2 To the extent ESDS serves international clients, it additionally complies with applicable United Nations Security Council sanctions resolutions as adopted by India.

5.3 ESDS uses only OEM and properly licensed software in accordance with approved licence terms. The Client shall similarly ensure compliance with all applicable sanctions, trade control, and licensing laws in the jurisdictions in which it operates.

5.4 ESDS reserves the right to immediately suspend or terminate this Agreement, without liability, if it determines that continuing to provide Services would result in a violation of applicable sanctions or export control laws or in lieu of court or government order.

Clause 6 — Availability Measurement Methodology

6.1 Availability is calculated on a per-calendar-month basis using the following formula:
Availability (%) = [(Total minutes in month − Downtime minutes) ÷ Total minutes in month] × 100

6.2 Downtime is measured from the time the Client submits a support ticket, or from the time ESDS's monitoring systems detect the outage (whichever is earlier), until the time the service is restored and confirmed as accessible.

6.3 ESDS’s monitoring systems are the authoritative source for Availability measurements. If the Client operates independent monitoring systems and believes these indicate a discrepancy, the Client may submit independent monitoring data with a credit request. ESDS shall consider such data in good faith, but ESDS's measurement shall prevail in the absence of manifest error.

6.4 Excluded Periods shall not count as Downtime for the purposes of Availability calculation or credit entitlement.

Clause 7 — Scheduled and Emergency Maintenance

7.1 Scheduled Maintenance: ESDS shall provide the Client with at least 72 (seventy-two) hours' prior written notice (by email to the Client's registered email address) of any planned maintenance that is expected to cause service unavailability or degradation.

7.2 Emergency Maintenance: Where ESDS determines that immediate maintenance is necessary to protect the integrity, security, or stability of its infrastructure, ESDS may conduct such maintenance with shorter notice. ESDS shall notify the Client as soon as reasonably practicable before or during such emergency maintenance.

7.3 Neither scheduled maintenance nor emergency maintenance shall count as Downtime for the purposes of this SLA or any credit claim.

7.4 ESDS shall use commercially reasonable efforts to schedule planned maintenance during low-traffic periods (typically between 12:00 AM and 6:00 AM IST) and to minimise the duration of any service interruption.

Clause 9 — Credit Request Process

9.1 To claim a service credit under this SLA, the Client must submit a written credit request within 15 (fifteen) calendar days of the end of the calendar month in which the alleged SLA breach occurred. Credit requests submitted after this deadline shall not be considered.

9.2 A valid credit request must be submitted via:

• Support ticket at https://support.esds.co.in/; or
• Email to [email protected]

9.3 The credit request must include:

• Client's registered domain name and Account ID;
• Client's registered email address;
• The date(s) and time(s) of the alleged SLA breach, with as much specificity as possible;
• A description of the service impact and any supporting evidence (e.g. monitoring logs, screenshots);
• The name and authority of the authorised contact on the billing account submitting the request.

9.4 ESDS shall acknowledge receipt of the credit request within 3 (three) Business Days and shall review and approve or reject the request within 10 (ten) Business Days of receipt of a complete and valid submission. ESDS shall notify the Client of its determination in writing.

9.5 Approved credits shall be applied to the Client's account in the next billing cycle following approval. Credits are not refundable, cannot be encashed, and cannot be transferred.

9.6 The aggregate Credits applied to the Client's account in any calendar month under all Schedules of this SLA shall not exceed the total Monthly Fee paid by the Client for the Covered Service in that month, excluding taxes.

Clause 10 — Limitation of Liability

10.1 Service credits under this SLA are the Client's sole and exclusive remedy for ESDS's failure to meet the service levels set out in the Schedules. ESDS shall have no further liability to the Client — whether in contract, tort, or otherwise — arising from an SLA breach beyond the applicable credits.

10.2 ESDS’s total aggregate liability under this SLA in any calendar month shall not exceed the Monthly Fee paid by the Client in that month, excluding taxes.

10.3 Nothing in this Clause 10 limits or excludes either Party's liability for: (a) death or personal injury caused by that Party's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable Indian law.

Clause 11 — Confidentiality

11.1 Each Party agrees to keep confidential all Confidential Information received from the other Party in connection with this Agreement and shall not disclose it to any third party without the prior written consent of the disclosing Party, except: (a) to its employees, directors, or professional advisers who are bound by equivalent confidentiality obligations and need to know such information; or (b) as required by applicable law, court order, or direction of a competent regulatory authority.

11.2 "Confidential Information" means any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including infrastructure configurations, pricing, support processes, and technical specifications.

11.3 The obligations of confidentiality under this Clause 11 shall survive termination or expiry of this Agreement for a period of 3 (three) years.

Clause 12 — Dispute Resolution

12.1 In the event of any dispute regarding the calculation, eligibility, or quantum of a service credit under this SLA, the Client shall first escalate the matter to their designated ESDS Account Manager in writing, providing full details of the dispute.

12.2 If the dispute is not resolved within 15 (fifteen) Business Days of escalation to the Account Manager, either Party may refer it to ESDS's Grievance Officer at [email protected].

12.3 If the dispute remains unresolved after a further 15 (fifteen) Business Days following referral to the Grievance Officer, either Party may seek resolution through the dispute resolution mechanism set out in the ESDS Terms of Service, including recourse to the competent courts at Nashik / Mumbai, Maharashtra.

12.4 Nothing in this Clause 12 prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Clause 13 — Term and Termination

13.1 This SLA shall take effect on the Commencement Date and shall remain in force for the duration of the Client's subscription to the Covered Services, renewing automatically in line with the applicable Service subscription, unless terminated in accordance with this Clause 13.

13.2 Either Party may terminate this SLA by giving 30 (thirty) days' written notice to the other Party.

13.3 ESDS may terminate or suspend this SLA with immediate effect, without notice, if: (a) the Client's Account becomes past due and remains unpaid for more than 15 days after the Due Date; (b) the Client materially breaches the ESDS Terms of Service or Acceptable Use Policy; or (c) ESDS is required to do so by applicable law or regulatory direction.

13.4 Termination of this SLA does not relieve the Client of any outstanding payment obligations. Credits accrued but not yet applied at the date of termination shall be forfeited unless the termination was initiated by ESDS without cause.

Clause 14 — Amendments and Review

14.1 ESDS shall review this SLA at least once every 12 (twelve) months and whenever there is a material change in the Services or applicable technology standards.

14.2 Amendments to this SLA shall be communicated to the Client at least 30 (thirty) days prior to the effective date of such changes, by email to the Client's registered address. The Client's continued use of the Covered Services after the effective date shall constitute acceptance of the revised SLA.

14.3 The supported OS list and supported software list in Clause 3 shall be reviewed annually. ESDS shall provide at least 90 (ninety) days' notice before removing any item from the supported list.

Clause 15 — Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, and all other applicable statutes. Any dispute arising out of or in connection with this Agreement that cannot be resolved under Clause 12 shall be subject to the exclusive jurisdiction of the competent courts at Nashik, Maharashtra, India, consistent with the ESDS Terms of Service.

Clause 16 — Entire Agreement and Precedence

This SLA, together with the ESDS Terms of Service, Billing Policy, and Privacy Policy, constitutes the entire agreement between the Parties with respect to the service levels and support obligations described herein. In the event of any conflict between this SLA and the Terms of Service, this SLA shall prevail on matters relating to service levels and credits. Any purchase order, statement of work, or other document issued by either Party is subject to and governed by these documents unless expressly agreed otherwise in writing signed by both Parties.

Clause 17 — Severability

If any provision of this Agreement is held to be invalid, unenforceable, or contrary to applicable law by a court of competent jurisdiction, such provision shall be severed without affecting the validity or enforceability of the remaining provisions.

SCHEDULE A — NETWORK AND POWER AVAILABILITY SLA

A.1 Goal

ESDS aims to achieve 100% Network and Power Availability for all Clients at all times. ESDS commits to a minimum Availability of 99.95% in any calendar month for the Client's Covered Services.

A.2 Availability Commitment

"Availability" for the purposes of this Schedule refers to the percentage of a calendar month (24 hours per day for the number of days in the month) during which the Client's services are accessible via ESDS's network and power infrastructure, measured in accordance with Clause 6 of Part 1.

A.3 Service Credit Schedule

Subject to the Exclusions in Clause 8 of Part 1, if the Client's Availability in any calendar month falls below 99.95%, ESDS shall apply a service credit to the Client's account, calculated from the time at which the Client's support ticket is received, in accordance with the following schedule:

Credit Cap: The aggregate Network and Power credit in any calendar month shall not exceed the Client's Monthly Fee for the affected Service in that month, excluding taxes. Credits are not refundable or encashable and are the Client's sole remedy for Network and Power SLA failures.

A.4 Monitoring

ESDS monitors Network and Power Availability on a 24x7x365 basis using automated monitoring tools. The Client may also monitor availability independently; in the event of a discrepancy, the process in Clause 6.3 of Part 1 shall apply.

SCHEDULE B — HARDWARE REPLACEMENT SLA

B.1 Goal

ESDS aims to provide immediate hardware replacement for defective server components in ESDS-owned server hardware. ESDS commits to replacing defective components with working components of equivalent or better specification within the timeframes set out in this Schedule.

B.2 Scope

"Replacement Time" means the period from the time the Client submits a hardware replacement support ticket until the time ESDS replaces the defective ESDS-owned server component with a functional replacement component of equivalent or better specification, as measured by ESDS.

This Schedule applies only to hardware that is: (a) owned and managed by ESDS; and (b) installed and operated within ESDS's data centre facilities. Client-owned hardware is not covered by this Schedule.

B.3 Service Credit Schedule

Subject to the Exclusions in Clause 8 of Part 1, if the Replacement Time in any calendar month exceeds 1 (one) hour from the time of the Client's hardware replacement support ticket, ESDS shall apply a service credit in accordance with the following schedule:

Credit Cap: The aggregate Hardware Replacement credit in any calendar month shall not exceed the Client's Monthly Fee for the affected Service in that month, excluding taxes. Credits are not refundable or encashable and are the Client's sole remedy for Hardware Replacement SLA failures.

B.4 Additional Exclusions Specific to This Schedule

In addition to the general exclusions in Clause 8 of Part 1, no credit shall be payable under this Schedule if the hardware failure is attributable to:

• Inadequate or incorrect information provided by the Client, preventing ESDS from identifying or accessing the defective equipment.
• ESDS's inability to contact the Client via phone, email, or live chat for more than 2 (two) hours during a hardware replacement request, preventing ESDS from proceeding with the replacement.
• Physical damage caused by the Client or the Client's personnel to ESDS-owned equipment.

SCHEDULE C — GUARANTEED SUPPORT SLA

C.1 Goal

ESDS provides 24x7 on-site Customer Support to Clients — 24 hours per day, 365 days per year. ESDS's aim is to acknowledge all support tickets within the timeframes set out in this Schedule.

C.2 Incident Severity and Response Commitments

"Response Time" for the purposes of this Schedule means the period from the time the Client submits a support ticket until the ESDS support team sends an initial acknowledgement and assigns the ticket to an engineer. ESDS classifies all Incidents into the following severity tiers:

Note: Resolution time targets are best-effort commitments. ESDS shall use all commercially reasonable efforts to resolve Incidents within the target times. Resolution times beyond ESDS's reasonable control (e.g. requiring Client action or third-party involvement) shall not count towards resolution time for SLA purposes.

C.3 Escalation Matrix

If a support ticket is not acknowledged within the applicable Response Time target, the Client may escalate as follows:

ESDS shall publish and maintain the telephone numbers and direct email contacts for Level 2, 3, and 4 escalations in the Client Portal, and shall update these within 5 (five) Business Days of any change.

C.4 Service Credit Schedule

Subject to the Exclusions in Clause 8 of Part 1, if the Response Time in any calendar month exceeds 30 (thirty) minutes from the time of the Client's support ticket submission, ESDS shall apply a service credit in accordance with the following schedule. Cumulative delay is calculated as total delay across all unresolved tickets in that month:

Credit Cap: The aggregate Support Response credit in any calendar month shall not exceed the Client's Monthly Fee for the affected Service in that month, excluding taxes. Credits are not refundable or encashable and are the Client's sole remedy for Support SLA failures.

C.5 Additional Exclusions Specific to This Schedule

In addition to the general exclusions in Clause 8 of Part 1, no credit shall be payable under this Schedule if:

• ESDS is unable to contact the Client via phone, email, or live chat for more than 2 (two) hours during the pendency of a support ticket, preventing ESDS from progressing the ticket.
• The Client provides inadequate or incorrect information preventing ESDS from diagnosing or resolving the Incident.
• The delay arises from the Client's failure to act on ESDS's instructions within a reasonable time.